State Of Rhode Island Department Of Transportation v. Providence And Worcester Railroad Co.

674 A.2d 1239 (1996)

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Nature of the Case

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Facts

D owned land in East Providence. D had acquired this property as part of its purchase of all Conrail's Rhode Island freight operations. Acquisition was subject to an order that required D to 'guarantee rail service [on the property] for four years from the date' of conveyance on May 1, 1982, and stipulated that D could 'not seek to abandon or discontinue rail service *** for such four-year period.' On December 12, 1985, D entered into a purchase and sale agreement with Promet for the sale of the property at the price of $100,000. The terms of the agreement expressly made it 'subject to a 30-day option in P to purchase the premises,' as required by law. D noticed P of the sale on December 12, 1985. On January 7, 1986, P's director of transportation for the state, accepted the offer in writing excepting to wording in the agreement concerning the removal of track. D’s closing with Promet had been rescheduled but was finally accomplished on April 14. On April 11, P a complaint seeking a temporary restraining order to enjoin the conveyance to Promet. The court refused. Some minutes before 10 a.m. on April 14, 1986, P appeared and tendered a check for $ 100,000. The closing was already done earlier that day. P amended the complaint, praying that the deed to Promet be declared null and void. Promet argued that the subject property was not 'rail property' subject to the statute because it was not being used for rail purposes at the time of the conveyance. Ds further argued that P had waived any rights it possessed under the statute by having failed to tender payment for the property within the thirty days prescribed in § 39-6.1-9. The court found that it was rail property and P had validly accepted D's offer within the thirty-day period and that P was not required to tender payment at that time. P had a 'reasonable time' in which to pay for the property which coincided with the various closing dates scheduled by Ds. The deed was declared void and the property ordered transferred to P. D was to repay Promet the purchase price of $100,000 plus interest and to reimburse Promet for real estate taxes that Promet had paid on the property, plus interest on that amount. P was required to pay D the $ 100,000 purchase price plus interest. Both P and D appealed.